Tribune Co. Approves Plan To Ward Off Hostile Bidders

Tribune Co. on Tuesday adopted a ``poison pill`` rights distribution plan that could make a takeover of the company prohibitively expensive for a hostile bidder.

The company`s directors also authorized the repurchase of up to 1 million, or 2.5 percent, of the company`s common shares.

Tribune Co., the diversified media company that publishes The Chicago Tribune, joins a growing group of companies with poison pill plans. Tribune Co. said its rights plan was designed to assure that all company shareholders ``receive fair value for their investment in the event of any proposed takeover of the company.``

Stanton R. Cook, president and chief executive officer, said the company

``has no knowledge of any existing efforts to take over the company or to acquire a substantial amount of its stock.``

On the New York Stock Exchange, Tribune Co. stock closed Tuesday up 75 cents at $60.75 a share.

Under the rights plan, one common share purchase right will be distributed for each share of Tribune common stock outstanding. The right will allow the holder to buy one newly issued share of Tribune Co. stock at an exercise price of $200. The rights will be exercisable only if a person or a group acquires 20 percent or more of Tribune Co. common stock or announces a tender offer for at least 30 percent.

Tribune Co. will be able to redeem the rights at 10 cents a right prior to the time a 20 percent stake has been acquired.

If Tribune Co. were to be acquired, each right would allow its holder to purchase $400 worth of the acquiring company`s stock for just $200.

As for the share repurchases, Tribune Co. said the stock would be purchased from time to time in the open market. Repurchased shares are to be used for employee benefit programs and other general corporate purposes.

At year-end 1985, the company had about 40.6 million common shares outstanding.